Popeye is sitting outside Olive's lunchroom at the airport, distraught. She's closed the business to fly away with an aviator (Bluto, of course). But it's hardly what she expected; he has her painting his plane, while it's flying; when she says she's rather go back to Popeye, he tries to throw her off the plane. Popeye sees this, and takes off in a plane, just in time to help her out. The boys get into a dogfight, and Bluto manages to demolish Popeye's plane. As Popeye is falling, he grabs a duck and feeds the duck spinach. The duck manages to fly him up to Bluto's plane, Popeye has some spinach of his own, and he teaches Bluto a lesson. Popeye picks up Olive and crashes the plane into the diner, opening it (and providing a new counter).